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Exhibit 10.50    
    


        [EXECUTION COPY]  


  
 

    EXCLUSIVE SUPPLY AGREEMENT    
    


        This Exclusive Supply Agreement, dated as of November 19, 2002 (this "Agreement"), is made and entered into
by and between TCBY Systems, LLC, a Delaware limited liability company ("TCBY"), and Americana Foods Limited Partnership, a Texas limited partnership
("AF"); TCBY and AF may be referred to in this Agreement as a "Party" in the singular or
"Parties" in the plural. 


        A.    TCBY,
directly or through one or more affiliated or subsidiary entities, is engaged in the business of franchising, marketing and selling yogurt, ice cream and other
products through franchised traditional stores, non-traditional locations and packaged retail. 


        B.    AF
is engaged in the business of manufacturing, marketing and selling ice cream, frozen yogurt, yogurt mix and frozen novelty items (collectively, the
"Products"), and AF currently is the supplier of TCBY-branded products to TCBY's distributors and franchisees. 


        C.    Pursuant
to this Agreement, TCBY and AF desire to document the arrangement pursuant to which TCBY will engage AF to exclusively supply the Products as more specifically
set forth on Schedule I hereto (collectively, the "Licensed Products") from and after November 20, 2002 (the
"Effective Date") to TCBY's distributors and franchises produced by AF under license and pursuant to the terms of this Agreement. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 


        1.    Conditionally Exclusive Supply of Licensed Products.    Subject to the terms and conditions of this Agreement,
TCBY agrees that it will obtain all of its requirements for the Licensed Products from AF and AF agrees to manufacture and to sell such Licensed Products. 



        A.    AF Guaranteed Amount; Pricing.    In consideration for AF's manufacture of the Licensed Products and other
services provided to TCBY under this Agreement, AF will receive a portion of the sales price of each of the Licensed Products sold by TCBY and AF hereunder (the "AF
Portion"). The AF Portion shall be equal to (i) the sum of (A) a guaranteed manufacturing fee on a per unit basis for each Licensed Product as set forth on
Schedule II plus or minus the Annual Adjustment (as defined below) (the "Guaranteed Amount") and (B) AF's ingredient, material, packaging,
delivery and shipping costs of the relevant Licensed Product (the "Manufacturing Costs"), plus or minus (ii) any cumulative adjustments to
reflect increases or decreases in the Manufacturing Costs then in effect and determined in accordance with Section 1A(i) below (the "Price
Adjustment"), plus (iii) a loss factor on a per unit basis for each Licensed Product as set forth on Schedule II
("Shrink"). For the avoidance of any ambiguity, it is the intention of AF and TCBY that during the periods between the Price Adjustments, AF will
receive the AF Portion then in effect whether or not any Manufacturing Costs may have increased or decreased during such periods. 



          (i)  Beginning
on the Effective Date, the AF Portion shall be the per unit amount set forth in Row C of Schedule II hereto, which amount reflects the sum of the
Guaranteed Amount and the Manufacturing Costs as of such date. Beginning on December 29, 2002, the Guaranteed Amount set forth on Schedule II hereto shall be reduced by  [CONFIDENTIAL]1 per gallon for all of the Licensed Products other than the Specialty Products (as defined below);
the Distributor Purchase Price (as defined below) for such Licensed Products shall not be changed and, accordingly, the TCBY Portion (as defined below) for such Licensed Products shall thereby be
increased by [CONFIDENTIAL]1 per gallon. From and after January 1, 2003, AF shall have the right to adjust
the Manufacturing Costs on a quarterly basis, by giving written notice to TCBY (in accordance with Section 10 hereof) of its intention to effect such an adjustment at least thirty calendar days
prior to the last day of each calendar quarter (the

 
"Price Adjustment Notice"). The Price Adjustment Notice shall set forth the amount of the Price Adjustment based on AF's good faith estimate of any
increase or decrease in the Manufacturing Costs at the end of such calendar period. In the Price Adjustment Notice, AF shall, in good faith, clearly and reasonably document any increases or decreases
in the Manufacturing Costs that require the Price Adjustment. AF shall use its best judgment in assessing the feasibility of passing on any Price Adjustments. Any Price Adjustments shall become
effective on the last day of the calendar quarter in which the Price Adjustment Notice is sent. 






	
1
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	1
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC. 




         (ii)  In
addition, on each anniversary of this Agreement, the Guaranteed Amount shall be adjusted in an amount equal to any increase or decrease in the Consumer Price Index
for Dallas/Fort Worth (the "Annual Adjustment") to compensate AF for fluctuations in labor, utility and overhead costs. 


        (iii)  The
pricing of any new Products TCBY may order from AF shall be as mutually agreed upon by the Parties and Schedule II hereto shall be amended to reflect such
pricing. If the Parties are unable to agree on the pricing of new Products, then, pursuant to Section 6 of this Agreement, TCBY shall not be obligated to obtain its requirements for such
Product from AF under this Agreement. 


        (iv)  The
Parties agree to update Schedule II from time to time to reflect price adjustments in accordance with the terms of this Agreement. 




        B.    Invoicing.    



          (i)  At
the time of each shipment of Licensed Product, AF shall issue an invoice or invoices (in the form as reasonably directed by TCBY) to the relevant distributor or
sub-distributor (the "Distributors") requiring payment for the Licensed Product so shipped, at the aggregate per unit price thereof set
forth in Row A of Schedule II hereto, including the Price Adjustment then in effect. Such per unit price, as it may be so adjusted from time to time by the Price Adjustment or by TCBY in its
sole discretion (subject to agreements TCBY may have with Distributors, franchisees and other customers) is the "Distributor Purchase Price" for such
Licensed Product. As of the Effective Date, the Distributor Purchase Price includes franchise royalty and advertising payment amounts, but TCBY reserves the right to invoice directly for such amounts
in the future. The difference between the Distributor Purchase Price and the AF Portion in effect at any time for a given Licensed Product is the "TCBY
Portion" (such amount consists of the yogurt formulation charge and, if invoiced by AF, the franchise royalty and franchise advertising fund amounts) per unit of such Licensed
Product and, as of the Effective Date, is the per unit amount set forth in Row B of Schedule II hereto. AF shall have the right to require default interest and penalties for
non-payment, delayed payment or other non-compliance with invoice payment terms for a period greater than thirty calendar days. All sales shall be made FOB at AF's
manufacturing facility. 


         (ii)  The
AF Portion shall be deemed to be earned by AF and to be the sole property of AF. The TCBY Portion shall be deemed to be earned by and be the sole property of TCBY.
Any other amount received by TCBY from its distributors or subdistributors pursuant to the applicable distribution agreements or otherwise shall be the sole property of TCBY and AF

 
acknowledges and agrees that (A) AF shall have no right, title or interest therein and (B) TCBY shall have no obligation to account or otherwise report to AF with respect to any amounts
other than the AF Portion. 




        C.    Certain Collection Matters.    



        (i)    Collection for "One Invoice" Billings.    Certain invoices will require the Distributors to make payment of the
entire amount of the Distributor Purchase Price to AF, in which case AF shall act as a collection agent for TCBY and be responsible for remitting the TCBY Portion of the Distributor Purchase Price to
TCBY; provided, however, that TCBY reserves the right to collect the TCBY Portion directly from the Distributors. In acting as a collection agent for TCBY, AF shall use commercially reasonable efforts
to collect all amounts owing from the Distributors; provided, however, that, except as set forth in Section C(ii), in no event shall AF have any liability to TCBY for the TCBY Portion of any
uncollected amounts, nor shall TCBY have any liability to AF for the AF Portion of any uncollected amounts. If any amount collected from a Distributor is equal to less than the full amount due from
such Distributor at such time, then such amount shall be allocated pro rata between the AF Portion and the TCBY Portion. 



        (ii)    Collection for Specialty Products.    On or before the date that is twenty calendar days following the due
date of any invoice (the "Invoice Date") for Specialty Products (as defined below), AF shall remit the TCBY Portion owing under such invoice to TCBY,
regardless of whether AF shall have collected the entire amount of the Distributor Purchase Price owing under such invoice. If any portion of the Distributor Purchase Price owing under any invoice
remains uncollected on the date that is forty-five calendar days following the Invoice Date for such invoice, then TCBY shall remit an amount of cash equal to the TCBY Portion of such
uncollected amount (the "Claw Back Amount") to AF on such date. If AF has not received the Claw Back Amount from TCBY by the date that is fifty calendar
days following the Invoice Date, then AF shall have the right to set off the Claw Back Amount against other amounts owing to TCBY under this Agreement. If any payment in respect of a Distributor
Purchase Price is received for which a Claw Back Amount was received or set off, then AF promptly will remit the TCBY Portion of such payment to TCBY. As used in this Section C(ii), the term
"Specialty Products" means those Licensed Products set forth on Schedule I under the heading "Specialty Products." 


        (iii)  In
order to induce TCBY to enter into this Agreement, AF hereby agrees that in the event of non-payment, delayed payment or other
non-compliance with invoice payment terms for a period greater than fourteen calendar days by the Distributors, without the prior
written consent of TCBY, AF shall not have the right to cease shipping the Licensed Products to such Distributors, except that AF may cease shipping the Licensed Products to such Distributors if
(i) AF gives notice in writing to TCBY (in accordance with Section 10 hereof) of such non-payment, delayed payment or non-compliance and (ii) within ten
calendar days following AF's notification, such Distributor has not become fully current on all outstanding invoices required by their terms to by paid by such date. 



        (iv)  Each
of AF and TCBY agrees that if it receives any payment in its lockbox account or in the lockbox account to which payments have been made prior to the date of this
Agreement that should have been made to the other party's lockbox account in accordance with the foregoing provisions, it will cooperate with the other in good faith promptly to redirect such payment
so received to the lockbox account to which such payment should have been made in accordance with the foregoing provisions and, pending such payment being so redirected, will hold in trust for the
other all amounts so received on behalf of the other.

 




        D.    Raw Materials.    For each Licensed Product, TCBY will provide an annual written estimate of projected sales and
will communicate any adjustments to such estimate to AF on a monthly basis. Based on such estimate, AF will order raw materials (including actual ingredients, packaging materials, etc.) necessary for
the manufacture of such Licensed Product pursuant to this Agreement, be billed directly for the cost of such raw materials and remit payment directly to the raw materials suppliers. In the event that
reliance on the estimate results in AF ordering more raw materials than are required and such raw materials are unable to be used by AF in its manufacture of Products, then TCBY shall have the right
to purchase such raw materials from AF at AF's cost. If TCBY does not purchase such raw materials and such raw materials are unable to be used by AF in its manufacture of Products and become obsolete,
then TCBY shall reimburse AF for the cost of such obsolete raw materials. Except as set forth in the immediately preceding sentence, TCBY has no obligation with regard to AF's purchase of raw
materials required in the production of such License Product. For purposes of this Agreement, AF's ordering in reliance on the estimate of less raw materials than are required to meet TCBY's
requirements shall be referred to as a "Raw Material Shortage." 


        E.    Co-Pack Agreements.    AF shall have the right to contract with and sublicense to a third party for
the actual manufacturing of the Licensed Products (such agreements, "Co-Pack Agreements"), if such co-packer (a) is
approved in writing by TCBY (which approval will not be unreasonably withheld, conditioned or delayed) and (b) such co-packer complies with the obligations set forth in
Section 2.3 of the License Agreement (as defined below). TCBY hereby approves of all Co-Pack Agreements in effect as of the Effective Date, copies of which have been made available
to TCBY, and confirms that all of such co-packer's obligations under the License Agreement have been satisfied. AF's obligations as set forth in this Agreement shall not be altered in any
manner as a result of the existence of any Co-Pack Agreements with third party manufacturers and AF shall at all time be responsible for the conduct of its sublicensees. 




        2.    Products.    AF's right to be TCBY's exclusive supplier of Licensed Products shall be subject at all times to
the satisfaction of all of the terms and conditions set forth in this Section 2. 



        A.    Quantity.    



        (i)    Minimum.    As of the Effective Date, TCBY requires the manufacture of the quantity of each Licensed Product
set forth adjacent from such Licensed Product on Schedule I attached hereto (the "Effective Date Quantity"). TCBY agrees that its requirements
for the Licensed Products will be at least equal to 75% of the Effective Date Quantity for the term of this Agreement. In the event that TCBY's requirements for the Licensed Product shall fall below
an amount equal to 75% of the Effective Date Quantity, then AF's sole remedy shall be the right to propose new pricing for the Licensed Products by delivery to TCBY of a written notice specifying the
proposed revisions to Schedule II, if TCBY does not agree to the new pricing, then AF shall have the right to terminate the Agreement 180 days following delivery of the written notice
specifying the proposed revisions to Schedule II. 


        (ii)    Exclusive Supply.    Provided that the TCBY requirements for any Licensed Product at any time do not exceed
125% of the Effective Date Quantity, AF shall be required to supply 100% of TCBY's requirements of the Licensed Products during the term of this Agreement. If the TCBY requirements for any Licensed
Product exceed 125% at any time during the term of this Agreement, then AF shall have the option to produce such excess amount of such Licensed Product, but in no event shall be required to produce
such Licensed Product. In the event that AF elects not to produce any portion of such excess amount, then TCBY shall have the right to obtain such portion of the such excess amount from other
manufacturers.

 


        (iii)    General Interruption.    If there occurs any General Interruption (as defined below) in supply, then TCBY may
obtain any or all of its requirements from another supplier only for so long as such General Interruption is in effect, subject to such longer-term supply commitments that TCBY may have
been required to make in order to obtain the Licensed Products during such General Interruption. TCBY agrees to use it best efforts not to enter into any long-term supply arrangements with
other suppliers during a General Interruption. A "General Interruption" shall result if for any period of seven business days AF shall fail to supply at
least 95% of the Set Amount of yogurt mix. 


        (iv)    Raw Material Shortage; Force Majeure.    If, as a direct result of a Raw Material Shortage or a Force Majeure
Event (as defined below), AF shall be unable to produce any or all of TCBY's requirements for any Licensed Products, then, for so long as such Raw Material Shortage or Force Majeure Event shall
continue effect, AF shall be deemed to have not breached this Agreement. During such time, TCBY shall not have a termination right; however, if such Raw Material Shortage or Force Majeure
Event shall result in a General Interruption, then TCBY shall have the right to cover its requirements of such Licensed Products as set forth under Section 2A(iii). For the purposes of this
Section 2A(iv), a "Force Majeure Event" shall mean any fire, flood, strike, power outage, lock-out, epidemic, accident, war, act of
terrorism, shortage of customarily used transportation equipment (or suitable substitute therefor) or other causes beyond the reasonable control of AF, which prevent it from manufacturing the Licensed
Products as set forth in this Agreement. 




        B.    Quality.    



        (i)    Quality Standards.    AF shall manufacture the Licensed Products strictly in accordance with the standards,
procedures, specifications, formulations and recipes from time to time reasonably established by TCBY and shall handle and store all Raw Materials and all finished Licensed Products in accordance with
the quality control standards set forth in AF's Quality Assurance Manual (collectively, the "Quality Standards"), a copy of which has been made
available to TCBY. 


        (ii)    Compliance with Regulations.    AF agrees that the Licensed Products will be manufactured in compliance with,
and will not be adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act of 1938, or any other federal, state, foreign or local laws or regulations applicable thereto,
will not constitute an article that may not be introduced into interstate commerce and will be manufactured in substantial compliance with all applicable federal, state, foreign or local laws and
regulations applicable thereto. Unless TCBY otherwise agrees in writing, AF will destroy all inventories that are not in conformity with Food and Drug Administration rules and regulations or any
applicable federal, state, foreign and local laws. AF agrees to notify TCBY promptly of any regulatory action of which Licensee has knowledge that is taken in relation to it by any federal, state,
foreign, county or municipal authority and that relates to or affects the manufacture, storage, distribution or sale of the Licensed Products. 


        (iii)    Non-Conforming Licensed Products.    If at any time TCBY reasonably deems the quality of the
Licensed Products to be below the Quality Standards, TCBY promptly shall notify AF in writing (in accordance with Section 10) of such determination (a "Quality
Notice"). After receipt of a Quality Notice, AF shall have five business days to correct the lack of conformity identified by TCBY; provided, however, if TCBY reasonably
determines and so specifies in a Quality Notice that the lack of conformity results from contamination or poses an immediate threat to TCBY's customers, then AF shall have one business day after
receipt of such Quality Notice to correct the lack of conformity identified by TCBY. If AF fails to correct such lack of conformity within such specified period, TCBY shall have the right to

 
obtain any or all of its requirements from another supplier only for so long as such lack of conformity remains uncorrected, subject to such longer-term supply commitments that TCBY may
have been required to make in order to obtain the Licensed Products during such lack of conformity. TCBY agrees to use it best efforts not to enter into any long-term supply arrangements
with other suppliers during a lack of conformity. 


        (iv)    Product Recall and Withdrawal.    Either Party shall immediately advise and consult with the other as to any
Licensed Product recall or withdrawal considerations; provided that TCBY shall have the absolute right to recall or withdraw any Licensed Product if it determines in its sole discretion that
(A) such Licensed Product may be contaminated, (B) the use and/or distribution of such Licensed Product may pose an immediate threat to TCBY's customers or (C) if such Licensed
Product otherwise fails to conform to the Quality Standards. TCBY shall bear the cost of any recall or withdrawal unless such recall or withdraw results directly from AF's manufacture of the Licensed
Products or procurement of raw materials used in the manufacture of the Licensed Products pursuant to this Agreement, in which case AF shall bear the cost of any recall or withdrawal. 


        (v)    TCBY Inspection Rights.    TCBY and its duly authorized representatives shall have the right, during normal
business hours and upon reasonable prior notice, for the duration of this Agreement, (A) to inspect all facilities utilized by AF in connection with its manufacture of the Licensed Products
pursuant hereto and to examine the Licensed Products in process of manufacture and (B) to gain reasonable access to the records of AF relating to quality control, in each case so long as TCBY
does not unreasonably disrupt the normal operations of AF. AF shall maintain books and records regarding customers, permitted co-packers pursuant to Co-Pack Agreements and
permitted sublicensees pursuant to the License Agreement, product complaints and claims and all other particulars necessary for verifying compliance with the terms of this Agreement. AF shall make
such books and records available to TCBY and its designated representatives, from time to time, during normal business hours and upon reasonable prior notice. Such records shall be maintained by AF
and its Affiliates for a period of 24 months after termination of this Agreement; provided, however, that such books and records need not be retained longer than four years following the end of
the year to which such books and records relate. TCBY shall be entitled to make copies, at its expense, of any such records. 




        C.    License.    Concurrently with the execution of this Agreement, TCBY Enterprises, Inc.
("Enterprises"), TCBY and AF entered into that certain Trademark License Agreement, dated as of even date herewith (the "License
Agreement"), pursuant to which, among other things, AF was granted a license from Enterprises and TCBY to utilize the TCBY trademarks, service marks and trade names specified
therein in the manufacture of the Licensed Products. 



        D.    Compliance with Laws.    AF will manufacture the Licensed Products in compliance with all applicable federal,
state and local laws or regulations to which AF is subject. 


        E.    Insurance.    At all times during the term of this Agreement, AF shall maintain appropriate insurance at
commercially reasonable levels of coverage to cover all of its obligations under this Agreement, including, without limitation, general liability insurance and malicious product tampering, product
liability, and product recall insurance with respect to the manufacture and sale of the Licensed Products, in each case with minimum coverage of $1,000,000 per occurrence. If any of the foregoing
types of insurance are not obtainable generally in the market (it being understood that any increase in the cost of coverage shall not deem such type of insurance unobtainable), then the absence of
such insurance coverage shall not constitute a breach of this Section 2E.

 




        3.    Term.    The term of this Agreement shall be for five years commencing on the Effective Date (the
"Initial Term") and shall automatically renew thereafter for an additional five years (the "Renewal
Term"). Effective upon the commencement of the Renewal Term, the Guaranteed Amount and other pricing terms described in Section 1 of this Agreement shall be reset to
then-current market levels as mutually agreed by the Parties. The Parties agree to use their commercially reasonable efforts to negotiate and agree on the adjustment of the Guaranteed
Amount and the pricing terms to reflect then-current market pricing at least sixty calendar days prior to the expiration of the Initial Term. If no such agreement is reached by the day
thirty days prior to the expiration of the Initial Term, then the adjustment shall be decided by binding arbitration in accordance with the applicable rules of the American Arbitration Association
then in effect unless the Parties mutually agree otherwise. Any such arbitration shall be held in Salt Lake City, Utah. Judgment on the decision rendered in arbitration may be entered in any court
having jurisdiction thereof. 


        4.    Termination.    



        A.    TCBY,
at its option, shall have the right, in addition to any other remedy available at law or in equity, to terminate this Agreement upon the occurrence of any one or
more of the following events: 



          (i)  automatically
without notice to AF, in the event the License Agreement is terminated in accordance with its terms; 


         (ii)  AF
defaults in the performance of any material term, covenant, agreement or condition of this Agreement, and, if within thirty calendar days after notice from TCBY
describing the specific activities or failures constituting such default, AF shall fail to cure the default, or if such default cannot be cured with the exercise of due diligence within a thirty
calendar days period, shall fail thereafter to proceed to cure the same diligently and in good faith, and in any case, to cure such default within sixty calendar days; provided, that notwithstanding
the foregoing, during such cure periods (1) TCBY shall have the right to cover defaults as specified in Sections 2A and 2B and (2) TCBY may terminate this Agreement for a continuing
breach by AF of the License Agreement without regard to notice or cure; 


        (iii)  on
more than three separate occasions in any twelve-month period, (A) the same quality violation or nonconformity has occurred under Section 2B and
(B) on each occasion, TCBY has delivered a Quality Notice to AF describing the same quality violation or nonconformity, whether or not AF has cured such quality violation or nonconformity
within the specified cure period; 


        (iv)  in
the event of any substantial continuing negative publicity in a reputable national media publication or news service concerning the quality of the Licensed Products
produced by AF, which publicity (A) reports a material quality violation or material nonconformity related to contamination of such Licensed Products or that materially threatens the health and
safety of consumers of such Licensed Products, which material quality violation or material nonconformity actually has occurred under Section 2B; and (B) which material quality violation
or material nonconformity the Board of Directors of TCBY by written resolution reasonably has deemed to have a material adverse effect upon the reputation of TCBY and/or AF or to materially threaten
TCBY's ability to maintain and preserve its business; or 


         (v)  by
mutual written agreement of the Parties.

 




        B.    AF,
at its option, shall have the right by notice to TCBY, in addition to any other remedy available at law or in equity, to terminate this Agreement, upon the occurrence
of any one or more of the following events: 



          (i)  if
TCBY defaults in the performance of any material term, covenant, agreement or condition of this Agreement, and, if within thirty calendar days after notice from AF
describing the specific activities or failures constituting such default, TCBY shall fail to cure the default, or if such default cannot be cured with the exercise of due diligence within a thirty
calendar day period, shall fail thereafter to proceed to cure the same diligently and in good faith and in any case, to cure such default within sixty calendar days; or 


         (ii)  by
mutual written agreement of the Parties. 





        5.    Non-Exclusive Trademark License.    The License Agreement, and all the terms and conditions thereof,
are hereby incorporated herein as if fully set forth herein. 


        6.    TCBY Licensed Products.    For the avoidance of doubt, the Parties hereby agree that the term "Licensed
Products" as used in this Agreement shall not include any Products other than the TCBY-branded Products listed on Schedule I hereto. The Parties acknowledge that TCBY may obtain its
requirements of, and AF may produce, other Products, including, without limitation, production of Mrs. Fields-branded Products and other TCBY-branded Products, pursuant to other
agreements. 


        7.    Change of Control.    AF shall provide written notice to TCBY (in accordance with Section 10) at least
thirty calendar days prior to any Change of Control (as defined below). Upon receipt of such notice, TCBY shall have ten business days to approve such Change of Control, which approval shall not be
unreasonably withheld. If TCBY provides written notice to AF that it reasonably withholds its approval of such Change of Control, which written notice must set forth such reasons, and such Change of
Control actually is consummated, then TCBY shall have the right to terminate this Agreement 180 calendar days following the date of the consummation of such Change of Control. As used in this
Section 7, "Change of Control" shall mean the replacement of the general partner of AF with a person who is not controlled by an affiliate of
Capricorn Investors III, L.P. or Herbert S. Winokur, Jr. 


        8.    Assignment.    Neither Party shall voluntarily or involuntarily, directly or indirectly, sell, assign,
hypothecate, pledge or otherwise transfer or dispose of all or any portion of its interest in this Agreement to any third party without the prior written consent of the other Party. 



        9.    Amendment.    This Agreement may be amended from time to time only by a writing executed by AF and TCBY. 


        10.    Notices.    All notices, requests, demands, and other communications hereunder by which either party is to be
legally bound shall be in writing and shall be given (i) by Federal Express (or other established express delivery service which maintains delivery records), (ii) by hand delivery,
(iii) or by facsimile transmission, to the Parties at addresses set forth on the signature page to this Agreement or at such other address give by like notice. Notices shall be deemed effective
upon dispatch. 


        11.    Entire Agreement.    This Agreement and the License Agreement constitute the entire agreement between the
Parties with respect to the subject matter hereof, and supersede all prior agreements and negotiations between the Parties with respect thereto. 


        12.    Governing Law.    This Agreement shall be enforced, governed by and construed in accordance with the laws of
the State of New York without application of choice of law principles. 


[Remainder of Page Intentionally Left Blank] 




 


        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	

 	
 	

TCBY SYSTEMS, LLC
	

 	
 	

By:	
 	

/s/ Michael R. Ward
	 	 	Name: Michael R. Ward

Title: Senior Vice President
	

 	
 	

Address:

2855 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121-7050

Attention: General Counsel

Fax: (801) 736- 5944
	

 	
 	

AMERICANA FOODS LIMITED PARTNERSHIP

By: AF Sub Corp., as its General Partner
	

 	
 	

By:	
 	

/s/ Dudley C. Mecum
	 	 	Name: Dudley C. Mecum

Title: President
	

 	
 	

Address:

3333 Dan Morton

Dallas, Texas 75236

Attention: President

Fax: (972) 709-6625



with copy to:



AF Sub Corp. and Americana Foods Corp.

c/o Capricorn Investors III, L.P.

30 East Elm Street

Greenwich, Connecticut 06830

Attention: Herbert S. Winokur, Jr.; Dudley C. Mecum

Fax: (203) 861-6671













 
 

Schedule I    
    


Licensed Products and Volume  


8-Oct-02

10:48 AM  



	Item

Number
	 	Description
	 	 
	 	2003 Plan (Cases)

	 	 	Non-Fat HG	 	 	 	CONFIDENTIAL2
	 	 	Low Fat HG	 	 	 	CONFIDENTIAL2
	 	 	Retail Novelties (6pk)	 	 	 	CONFIDENTIAL2
	 	 	Annie's	 	 	 	CONFIDENTIAL2
	 	 	Sam's Swirl Bars	 	 	 	CONFIDENTIAL2
	 	 	Costco Swirl Bars	 	 	 	CONFIDENTIAL2
	 	 	BJ's Chocolate Sorbet	 	 	 	CONFIDENTIAL2





	



Item

Number
	 	Description
	 	Effective Date

Quantity
	 	125% of Effective

Date Quantity

	Tier 1 Flavors	 	 	 	 
	0001	 	TCBY Gold Van Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0002	 	TCBy Choc Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0004	 	TCBY Stby Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0005	 	TCBY Coffee Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0011	 	TCBY Raps Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0044	 	TCBY NF Old Fash Yan Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0047	 	TCBY NF Stby N Cream Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0049	 	TCBY NF Butterscotch Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0050	 	TCBY NF D Choc Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0055	 	TCBY NF Boysenbery Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0069	 	TCBY Choc Malt Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0079	 	TCBY Blk Chry Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0084	 	TCBY Cook N Crm Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Sub Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	Tier 2 Flavors	 	 	 	 
	0013	 	TCBY Blubry Chcake Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0019	 	TCBY Peanut Btr Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0024	 	TCBY Eggnog Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0028	 	TCBY Pumpkin Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0036	 	TCBY White Choc Mousee Yog	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0060	 	TCBY NF Banana Mac Nut Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0086	 	TCBY Cheesecake Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Sub Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	No Sugar Added/Nonfat Mix-Bag Pack	 	 	 	 
	0061	 	TCBY SF Choc Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0062	 	TCBY SF Stby Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0063	 	TCBY SF Van Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0065	 	TCBY SF Banana Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0066	 	TCBY SF Btr Pecan Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0067	 	TCBY Peach Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0070	 	TCBY SF White Choc Mac Yog	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0073	 	TCBY SF Irish Cream Yog Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0075	 	TCBY NSA/NF Coc Crm Pie	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0078	 	TCBY NSA/NF Mtn Blkbry Yog	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Sub Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4






	(2)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(3)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(4)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC. 







8-Oct-02

10:48 AM  



	Item

Number
	 	Description
	 	 
	 	2003 Plan (Cases)

	 	 	Non-Fat HG	 	 	 	CONFIDENTIAL2
	 	 	Low Fat HG	 	 	 	CONFIDENTIAL2
	 	 	Retail Novelties (6pk)	 	 	 	CONFIDENTIAL2
	 	 	Annie's	 	 	 	CONFIDENTIAL2
	 	 	Sam's Swirl Bars	 	 	 	CONFIDENTIAL2
	 	 	Costco Swirl Bars	 	 	 	CONFIDENTIAL2
	 	 	BJ's Chocolate Sorbet	 	 	 	CONFIDENTIAL2
	 	 	 	 	 	 	CONFIDENTIAL2





	



Item

Number
	 	Description
	 	Effective Date

Quantity
	 	125% of Effective

Date Quantity

	Sorbet Mix-Bag Pack	 	 	 	 
	0090	 	TCBY Rasp Sorbet Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0091	 	TCBY Orange Sorbet Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0093	 	TCBY Key Lime Sorbet Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0095	 	TCBY Tropical Citrus Sorbet Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0096	 	TCBY Watermelon Sorbet Mix	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0102	 	TCBY Stby Kiwi Sorbet	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0103	 	TCBY Pnapl Pasion Fruit Sorbet	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Sub Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	TCBY 3 Gallon Cans	 	 	 	 
	0826	 	TCBY Cookies & Crm IC 3G	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0835	 	TCBY Rainbow Cream IC 3G	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0880	 	TCBY Cotton Candy IC 3G	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0926	 	TCBY Psychedelic Sorbet 3G	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0927	 	TCBY Ample Amps IC 3G	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0893	 	TCBY NF S'mores Yog 3G	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Sub Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	Mrs. Fields 3 Gallon Cans	 	 	 	 
	0934	 	Mint Chocolate Flake IC	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0945	 	Pralines & Cream	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0943	 	White Choclate Macadamia	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0944	 	Semi-Sweet Choc. Chip Cookie Dough	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0935	 	Oatmeal Raisin Cookie	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0937	 	Chewy Fudge Cookie Dough	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0939	 	Butter Pecan	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0947	 	Rocky Road	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0948	 	Dulce Leche	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0949	 	Cappuccino Cruch	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0953	 	True-Ble Berry Muffin	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0954	 	Cinnamon Roll	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0955	 	Lemon Meringue Pie	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0956	 	Pistachio	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0958	 	Chocolate Covered Cherry	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0959	 	Peanut Butter Truffle	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0936	 	Chocolate	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0938	 	Strawberry	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0940	 	Vanilla	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	0957	 	Hazelnut	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Sub Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4
	 	 	Total	 	CONFIDENTIAL3	 	CONFIDENTIAL4






	(2)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(3)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(4)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC. 










 
  Schedule II    
    


Figures based on August 2002 rate information  


 
  FOIA CONFIDENTIAL TREATMENT REQUESTED    
    



	 
	 	 
	 	TCBY Hardpack

Non-Fat HG
	 	TCBY Hardpack

Low Fat HG
	 	TCBY Novelties

Six Pack Cartons
	 	TCBY Novelties

Sam's Swirl
	 	TCBY Novelties

Costco Swirl
	 	TCBY Novelties

BJ Choc Sorbet
	 	Annie's

	 
	 	Row
	 	Gallon
	 	Case
	 	Gallon
	 	Case
	 	Gallon
	 	Case
	 	Gallon
	 	Case
	 	Gallon
	 	Case
	 	Gallon
	 	Case
	 	Gallon
	 	Case

	Conversion Factor	 	 	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C	 	C
	Selling Price (FOB AF)	 	 	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O	 	O
	 	 	 	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	Price Adjustment	 	 	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F	 	F
	Distributor Purchase Price	 	A	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	 	 	 	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D	 	D
	TCBY Portion	 	B	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E	 	E
	 	 	 	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N	 	N
	Raw Materials	 	 	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T	 	T
	Shrink	 	 	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I	 	I
	Freight In	 	 	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A	 	A
	Manufacturing and Dairy Variance	 	 	 	L5	 	L6	 	L7	 	L8	 	L9	 	L10	 	L11	 	L12	 	L13	 	L14	 	L15	 	L16	 	L17	 	L18
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	 	Subtotal COGS (Manufacturing Costs)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	Tolling (Processing, Direct Labor)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	 	Subtotal Tolling (Guaranteed Amount)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	AF Portion	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	







	(5)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(6)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(7)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(8)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(9)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(10)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(11)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(12)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(13)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(14)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(15)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(16)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(17)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(18)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC. 









	 
	 	 
	 	Mix
	 	TCBY

Hardpack
	 	MFC

Hardpack

	 
	 	Row
	 	Gallon
	 	Case
	 	Gallon
	 	Case
	 	Gallon
	 	Case

	Selling Price (FOB AF)	 	C	 	C	 	C	 	C	 	C	 	C	 	C
	Price Adjustment	 	O	 	O	 	O	 	O	 	O	 	O	 	O
	 	 	N	 	N	 	N	 	N	 	N	 	N	 	N
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	

	Distributor Purchase Price	 	F	 	F	 	F	 	F	 	F	 	F	 	F
	 	 	I	 	I	 	I	 	I	 	I	 	I	 	I
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	

	CONFIDENTIAL19	 	D	 	D	 	D	 	D	 	D	 	D	 	D
	 	 	E	 	E	 	E	 	E	 	E	 	E	 	E
	Raw Materials	 	N	 	N	 	N	 	N	 	N	 	N	 	N
	CONFIDENTIAL20	 	T	 	T	 	T	 	T	 	T	 	T	 	T
	Shrink	 	I	 	I	 	I	 	I	 	I	 	I	 	I
	Freight In	 	A	 	A	 	A	 	A	 	A	 	A	 	A
	Manufacturing and Dairy Variance	 	L21	 	L22	 	L23	 	L24	 	L25	 	L26	 	L27
	PPV Adjustment	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	

	 	Subtotal COGS (Manufacturing Costs)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	

	Feezing and Logistics	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tolling (Processing, Direct Labor)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tolling (Admin, OH)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Adjustment of ($0.20) @ 12/29/01	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Annual Adjustment	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	

	 	Subtotal Tolling (Guaranteed Amount)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	

	AF Portion	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
	 	
	 	
	 	
	 	
	 	







	(19)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(20)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(21)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(22)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(23)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(24)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(25)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(26)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.



	(27)
	Confidential
treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC. 











QuickLinks



Exhibit 10.50


EXCLUSIVE SUPPLY AGREEMENT



Schedule I




Schedule II


FOIA CONFIDENTIAL TREATMENT REQUESTED